and has concluded that the City of Nashua's resolution of each matter is satisfactory to Independent
Contractor. All future questions Independent Contractor may have concerning interpretation or
clarification of this contract shall be submitted in writing to the City of Nashua within 10 calendar
days of their arising. The writing shall state clearly and in full detail the basis for Independent
Contractor's question or position. The City of Nashua representative shall render a decision within
15 calendar days. The City of Nashua's decision on the matter is final. Any work affected by a
conflict, error, omission, or discrepancy which has been performed by Independent Contractor prior
to having received the City of Nashua's resolution shall be at Independent Contractor's risk and
expense. At all times, Independent Contractor shall carry on the work under this contract and
maintain and complete work in accordance with the requirements of the contract or determination
of the City of Nashua. Independent Contractor is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.
TERMINATION OF CONTRACT
A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL, The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Independent Contractor 10 day’s written notice of its intent to do so.
If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.
Upon receipt of notice of termination, abandonment, or suspension at will, Independent Contractor
shall:
Immediately discontinue work on the date and to the extent specified in the notice.
Place no further orders or subcontracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated.
3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of Nashua of all orders or subcontracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign to
the City of Nashua any orders or subcontracts specified in the notice, and revoke
agreements specified in the notice.
4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City of Nashua to resume performance.
NO —
In the event of a termination, abandonment, or suspension at will, Independent Contractor shall
receive all amounts due and not previously paid to Independent Contractor for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for work
thereafter completed as specified in the notice. No amount shall be allowed or paid for anticipated
profit on unperformed services or other unperformed work.
B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Independent Contractor in the event of a failure by Independent
Contractor to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress on
the work in a timely and professional manner. Independent Contractor shall be given an opportunity
for consultation with the City of Nashua prior to the effective date of the termination. Independent
Contractor may terminate the contract on 10 calendar days written notice if, through no fault of
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